1.0. Definitions:
“Buyer” is the individual or legal entity that seeks to acquire a license to a
digital good made for sale on the Embodi3D website (“Site”). “Seller” is the
individual or legal entity that owns or is otherwise authorized to license the
digital good and has made such good available for sale on the Site. “Product”
is the digital good to be licensed by Seller to Buyer. “Allowed Derivative
Product” is a product derived from Product for use in certain situations, and
is defined in paragraph 1 of the GENERAL LICENSE FOR PAID FILES. Capitalized
terms shall have the meaning given to them in the Terms of Use, which is
available on the Site and is incorporated into this agreement by reference.

1.1. Company
facilitates the licensing transaction between Buyer and Seller. Following the
payment of any applicable license fee for Product to Company, the Buyer
acquires a license to use the Product in accordance with the terms and
conditions of this section. Any license rights relating to the Product are
contingent upon the transfer of appropriate money from the Buyer to the
Company, who will accept payment on behalf of Seller. All license rights
terminate immediately and without notice if a sale is reversed for any reason.

1.2.
Upon uploading the Product to the Site, the Seller shall indicate the terms of
license for which Product is licensed to the Buyer. If the Seller indicates the
Product is to be licensed for a fee, terms of this agreement shall be
applicable. A Creative Commons license shall be applicable to Products that are
made available for free download by the Seller, as specified in Company’s Terms
of Use, unless it is expressly indicated otherwise.

1.3
Seller warrants that Seller is the owner or copyright holder, or is otherwise
authorized to license Product on the Site. Seller warrants that the Product
uploaded to the Site for sale does not contain copyrighted or trademarked
material, logos, brand names, or other intellectual property that may require
additional licensing, rights, permissions, releases, or clearance for use.
Seller warrants that the Product does not contain patient Protected Health
Information or otherwise violates the Health Insurance Portability and
Accountability Act (HIPAA).

1.4. All
licenses of the Products are non-transferrable. Buyers do not own any Product
and are only licensed to use it in accordance with terms and conditions of the
applicable license. The Seller retains copyright to Products purchased or
downloaded by any Buyer.

1.5. The
license to use the Product is non-exclusive, non-transferable and is granted
only to the original Buyer.

1.6. If
sale of license is invalidated or Product is returned to Company or Seller for any
reason, Product must be destroyed by the Buyer immediately. The license to use
any Product is revoked at the time Product is returned or sale invalidated.
Product obtained by means of theft or fraudulent activity of any kind is not
granted a license.

1.7. By
using the Site and (or) accepting this Agreement the Seller agrees that any
additional end user license agreements, licenses, custom licenses, or Seller
requirements inserted into Seller Products in any area outside that explicitly
provided by Company for additional license terms are invalid, void ab initio,
and without effect as they relate to those purchases made on the Site.

1.8.
Company reserves the right to terminate this Agreement at any time and without
notice. This agreement may be terminated at any time by either Buyer or Seller
upon written notice via email or regular mail.

1.9.
Buyer and Seller agree to pay appropriate taxes in their respective countries,
states, counties, cities, or other jurisdiction, for the purchase and sale of
license for Product, and to hold Company harmless for any failure to pay
appropriate taxes on behalf of Buyer and Seller.

GENERAL LICENSE FOR PAID FILES

General License Agreement

This
Agreement is between “Buyer” who is the individual or legal entity that seeks
to acquire a license to a digital good made for sale on the Embodi3D website (“Site”)
and “Seller” the individual or legal entity that owns or is otherwise
authorized to license the digital good and has made such good available for
sale on the Site. “Party” or “Parties” means the Buyer and/or Seller as the
context of use shall provide.

Terms of the Agreement

1.
Definitions. “Product” is the digital good to be licensed by Seller to Buyer. “Allowed
Derivative Product” is a product derived from Product for use in certain
situations, and is defined in paragraph 6. Any Capitalized terms not otherwise
defined in this Agreement shall have the meaning given to them in the Terms of
Use, which is available on the Site and is incorporated into this Agreement by
reference.

2. Buyer
is granted a limited license to use the Product to make a single physical
object via a 3D printing or additive manufacturing process. If the physical
object produced contains a defect that was not present in the digital
representation of the Product due to a technical problem with the manufacturing
process which renders the physical object unsuitable for its intended use,
duplicate physical models can be manufactured until such time as one is created
that is defect free or suitable for its intended use.

3.
Product may not be sold, given, or assigned to another person or entity in the
form it is downloaded from the Site.

4.
Product may not be modified in any way, except as necessary to ensure proper
manufacturing of a single physical object as specified in paragraph 2.
Modifications of Product may not be sold, given, or assigned to another person
or entity.

5.
Product or physical objects created from Product may not be used as a basis for
creating replicas of Product or similar physical or digital derivatives,
including but not limited to scanning or creation of molds or casts.

6.
Products may be combined in certain specific instances with other works to
create a new digital product, an Allowed Digital Product, which Buyer can then
sell or license. If Product is used in an Allowed Derivative Product, Buyer
will provide appropriate attribution indicating that Seller is the owner/source
of the Product and Company is the online venue at which product was obtained.
Allowed Derivative Products are limited to:

(1)
rendered still images or moving images of Product; resold as part of a feature
film, broadcast, or stock photography;

(2)
digital objects derived from Product used within a video or computer game, if
the Product is contained inside a proprietary format and displays inside the
game during play, but not for users to re-package as goods distributed or sold
inside a virtual world; and

(3)
as Product or rendered still or moving images published within a book, print
publication, poster, t-shirt or other 2D printed item;

7. If
Product is used in software products (such as video games, simulations, or
virtual reality worlds) Buyer must take all reasonable measures to prevent the
end user from gaining access to the Product. Methods of safeguarding the
Product include but are not limited to:

(1)
using a proprietary disc format such as Xbox 360, Playstation 3, etc.;

(2)
using a proprietary Product format;

(3)
using a proprietary and/or password protected database or resource file that
stores the Product data; and

(4)
encrypting the Product data.

8. The
Seller grants to the Buyer who purchases license rights to Product and uses it
solely as Allowed Derivative Product a non-exclusive, worldwide, license in any
medium now known or hereinafter invented to:

(2)
use any trademarks, service marks or trade names incorporated in the Product in
connection with Allowed Derivative Product;

(3)
use the name of the Seller of Product only in connection with identifying
Seller as owner or creator of Product used in Allowed Derived Product.

9.
Absent a written grant of rights greater than that contained in this Agreement,
all other rights or sub-divisions of rights generally included in copyright are
excluded from this license and remain the property of Seller.

10. The
resale or redistribution by the Buyer of any Product obtained from the Site is
expressly prohibited unless it is a duly licensed Allowed Derivative Product as
above.

11.
Company reserves the right to modify, amend, change, or revise these terms of
this agreement at any time and for any reason whatsoever. Buyer and Seller hereby
agree to be bound by any and all modifications or revisions to this
Agreement.Nothing in this Agreement
shall be deemed to confer any third-party rights or benefits.

12.
Disclaimer of Warranty. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE FUNCTIONALITY OF ANY SERVICES OR GOODS PROVIDED
HEREUNDER, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING ANY
SUBJECT MATTER OF THIS AGREEMENT.

13. Independent
of, severable from, and to be enforced independently of any other provision of
this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR TO ANY
PERSON CLAIMING RIGHTS DERIVED THEREFROM) IN CONTRACT, TORT OR OTHERWISE FOR
ANY INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR
PROFITS AND ECONOMIC, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES OF ANY KIND, AS A RESULT OF BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT OR OTHER TERM OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY FAILURE OF PERFORMANCE RESULTING FROM EITHER PARTY’S
PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISION
OF THE LICENSE FOR THE SERVICES OR GOODS HEREUNDER, REGARDLESS OF WHETHER THE PARTY
WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY
THEREOF.

14. The
Parties agree that this Agreement, is the complete and exclusive statement of
the agreement between the Parties, which supersedes and merges all prior and
contemporaneous understandings and all other agreements, oral or written,
between the Parties relating to this AgreementThis Agreement may not be modified, altered or
amended except by written instrument duly executed by both Parties. The waiver
or failure of either Party to exercise in any respect any right provided for in
this Agreement shall not be deemed a waiver of any further right under this
Agreement.